Separation Agreement - Donald P. Weinstein

EXHIBIT 10.6


SEPARATION AGREEMENT


This Separation Agreement is hereby made by and between DONALD P. WEINSTEIN (herein called "Employee") and AGL RESOURCES INC. (which, with its affiliates, is herein called "the Company").


In consideration of the mutual benefits to each party, the parties agree as follows:


1. DATE OF SEPARATION. The Employee will cease to be an employee of the
Company effective as of April 30, 2001 (the "Separation Date").


2. SEVERANCE PAY. The Employee's will be entitled to severance pay equal to 12
months of his current base salary. The severance pay shall be payable on a
semi-monthly basis for 12 months following the Separation Date.


3. BONUS. The Company agrees to pay the Employee a lump sum amount of $78,750.


4. WELFARE AND OTHER BENEFITS. Unless otherwise specified below, upon the
Separation Date, the Employee shall cease to participate in the Company's
employee benefit plans, pursuant to the terms and conditions of the plan
documents.


(a) Executive Allowance Fund. The Employee shall cease to participate in
the Executive Allowance Fund upon his Separation Date. The Employee
shall reimburse the Company for any expenses incurred by the Employee
in excess of his Executive Allowance for the 2001 year, and if any
amount remains unused at his Separation Date, the Company shall pay
the Employee a lump sum in the amount of the remainder.


(b) AGL Resources Inc. Retirement Saving Plus Plan and Nonqualified
Savings Plan. Upon the Separation Date, the Employee shall cease to
participate in the RSP and the NSP. As soon as practicable after the
Separation Date, the Employee's vested account balance in the RSP and
the NSP will become payable to him.


(c) Outplacement Services. The Employee shall be entitled to certain
career transition services, such as planning job search strategies,
evaluating personal strengths and weaknesses, resume preparation and
training in interview techniques, for a period of up to 12 months
through a provider selected by the Company.


(d) Stock Options. The Employee agrees to relinquish any and all of his
rights under the 116,100 outstanding stock options held by him to the
Company as of the Separation Date. In consideration for this
relinquishment of options, the Company agrees to pay the Employee a
lump sum amount equal to the total of the difference between (i) the
exercise price of each of the outstanding options, and (ii) the
average of the three highest closing prices of the Company's common
stock (as reported in the Eastern edition of The Wall Street Journal)
during the thirty (30) days following the Separation Date, plus $.25
per share. Payment shall be made to the Employee within five business
days after the end of the thirty-day period following the Separation
Date.


(e) Restricted Stock and Performance Units. Any unvested Restricted Stock
held by the Employee shall become 100% vested as of the Separation
Date.


(f) Unused Earned Vacation. As soon as practicable following the
Separation Date, the Company shall pay the Employee, in a lump sum, an
amount equal to his accrued but unused 2001 vacation entitlement.


(g) Employee Assistance Plan. As a welfare benefit plan, the EAP is
subject to the Employee's continuation of his coverage under the EAP
for a period of eighteen months following the Separation Date. The
Company will pay all premiums on behalf of the Employee for the
continuation coverage period.


(h) Club Memberships. As of the Separation Date, any club, association or
organization dues or expenses previously paid by the Company on behalf
of the Employee shall cease.


5. RESTRICTIVE COVENANTS. For and in consideration for the payment and
benefits provided to the Employee under this Separation Agreement, the
Employee agrees to the terms of the following:


(a) Covenant Not to Compete. The Employee covenants and agrees that,
during the period beginning on the Separation Date and ending one (1)
year thereafter, he will not directly or indirectly, on his own behalf
or on behalf of any person or entity, compete with the Company by
performing activities or duties substantially similar or related to
the functions, activities or duties performed by the Employee for the
Company for any business entity engaged in direct competition with the
Company. A business entity shall be considered to be "in direct
competition" with the Company if it is engaged in producing,
manufacturing, distributing, marketing, selling, servicing or
repairing products similar to products produced, manufactured,
distributed, marketed, sold, serviced or repaired by the Company,
including (but not limited to) any type of production and distribution
of any energy source, whether by cultivation of natural resources or
by technology. This restriction shall apply only to a restricted
territory within a 100-mile radius of any locations, sites or
facilities in which the Company (including its affiliates) maintains
offices, operations or service contracts or has provided services
during the 12-month period immediately preceding the Separation Date.


2


(b) Nondisclosure and Confidentiality. The Employee acknowledges and
agrees that during the term of his employment, he has had access to
trade secrets and other confidential information unique to the
business of the Company and that the disclosure or unauthorized use of
such trade secrets or confidential information by the Employee would
injure the Company's business. Therefore, the Employee agrees that he
will not, for a period of two (2) years following the Separation Date,
use, reveal or divulge any trade secrets or any other confidential
information which, while not t ...